Critics say Judd Apatow's Funny People, which opens today, is more nuanced and mature than his previous films, but still surprisingly funny for a comedy about dying.

Though it seems Judd Apatow's name has been attached to nearly every comedy in the past few years, the ubiquitous advertising for Funny People stresses that this is only the third film he's written and directed himself.

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His movie concerns George Simmons (Adam Sandler), a comedian who made a fortune starring in sophmoric comedies (not unlike Adam Sandler) who now lives by himself in a mansion without many friends. Years ago, he lost the love of his life when he cheated on Laura (Leslie Mann), who is now married to another man (Erica Bana) she suspects is cheating on her. When George learns he's dying from leukemia, he has no close friends to share the news with so he tells Ira Wright (Seth Rogen), an aspiring stand-up comedian, who he hires to be his assistant.

The first half of the film explores the relationship between George and Ira and the two sides of the L.A. comedy scene, contrasting George's lonely life after having achieved fame and Ira's relationship with his two roommates (Jason Schwartzman and Jonah Hill) who are still struggling to get into the business. Then, when it's revealed that George's disease is in remission, the movie shifts focus to George trying to rekindle his relationship with Laura.

Several critics describe Adam Sandler's performance as "a revelation," but some are disturbed that the character doesn't have a heart of gold beneath all the put downs and penis jokes (of which there are many). Most complain that the film, which runs almost two and a half hours, is too long, and some even say the entire second half of the movie should have been cut. But overall, critics find the film deeper than Apatow's previous ventures, even if - once again - it's a comedy about boys learning to be men. Below, the reviews.

Funny People is a true brass ring effort, a reach for excellence that takes big risks. It's 146 minutes, with a story that's more European in feeling than American. It's not tightly structured but concentrates on the characters and their lives. There are no comic set pieces, and the personalities aren't exaggerated. Virtually every laugh comes simply from people saying funny things that they know are funny. And then there's the story, the biggest risk of all, about a major screen comedian (Adam Sandler) who finds out that he has a rare blood disease with a grim prognosis. But don't let this stop you. Funny People is anything but morbid and there's nothing maudlin or laugh-clown-laugh about it. Apatow trusts in Funny People that his audience will find interesting what he finds interesting - the world of comedy, the people in it and the people drawn to it.

The thing about Funny People is that it's a real movie. That means carefully written dialogue and carefully placed supporting performances — and it's about something. It could have easily been a formula film, and the trailer shamelessly tries to misrepresent it as one, but George Simmons learns and changes during his ordeal, and we empathize. The film presents a new Seth Rogen, much thinner, dialed down, with more dimensions. Rogen was showing signs of forever playing the same buddy-movie co-star, but here we find that he, too, has another actor inside. So does Jason Schwartzman, who often plays vulnerable but here presents his character as the kind of successful rival you love to hate.

Mann, one of the strongest arguments for nepotism in the business, is simply sensational in the role, finding the right blend of humor and heartbreak in a woman who is understandably reluctant to give her trust to a man. Laura's divided loyalties are symptomatic of the film. Apatow has many stories to tell, too many. Ira's life in the house he shares with two competitive friends - a riotous Jonah Hill, as a fellow writer, and a terrific Jason Schwartzman (he also did the music) as an actor who stars in the deliciously demented sitcom Yo, Teach- could be its own movie, and a good one.

And, like that film, Apatow has found the perfect actor to embody the dark side of fame in Sandler, who may be uniquely qualified to play a man who is universally loved but not very likable. As he did in Punch-Drunk Love and Reign Over Me, Sandler wisely underplays in Funny People, never begging for sympathy even when George is at his existential nadir. Indeed, viewers could see Funny People almost entirely as a commentary on Sandler's own persona, as he assumes the funny voices and accents that have made him a star, strumming his guitar to compose improvised ditties about (what else?) Ira's nether regions and, later, the contempt he feels for his own audience.

It's these moments that make Funny People a brave movie, especially for a filmmaker who could so easily coast on the joke/setup/joke paradigm he's so profitably mastered. Instead, Apatow has decided to make a long, somewhat shapeless movie that steadfastly refuses to adhere to a rigid narrative structure. The result is a story that feels loose-limbed and slightly messed up, following its own idiosyncratic course to get at truths that can't be contained in three acts. At nearly 2 1/2 hours, Funny People is arguably too long, but in the final analysis it earns that running time, if only because it's that rare mainstream Hollywood movie that feels genuinely spontaneous, unafraid to keep the audience just a little bit confounded and off-balance.

The Adam Sandler of Funny People is a revelation. George Simmons has the remorselessness of a man without illusions, and he's frighteningly intelligent. He penetrates people's defenses instantly, spots the weaknesses and fears that they're covering up. Sandler shifts moods adroitly; he surprises us with his sudden outbursts, in which a comic's timing turns bitterness into wit... The meaning of Funny People is that a comic can't be saved by anyone, not even himself. There is only the next joke.

Has there ever been a movie with so many penis jokes? George sings a melancholy song about his member; Ira and Leo are obsessed with the sex they're not getting, but onstage they don't talk about women-they talk about their own, and other men's, equipment. This is the Apatow touch-the male panic about women which seems to veer toward homosexual attraction and then pulls back.

Funny Peopleis a different sort of movie, because it's more of a drama, and an uncomfortable one at that, than it is a comedy. Any relationships, whether male/female romances or male/male bonding, are secondary to Apatow's fascination with the travails of a misanthrope who is living under a death sentence. The movie will challenge Apatow fans and Sandler devotees. It's a brave move that is partially undone by pacing problems and a lack of focus. Despite having obviously been cut to bring down the running length, Funny Peoplestill clocks in at nearly 2 1/2 hours, and that's too long for these characters to sustain audience interest. The movie wears thin its welcome a couple of reels before Apatow has finished telling his story.

Overall, however, Funny Peopleis pretty grim. Not only is it wearying to spend 2 1/2 hours in the company of a bipolar, self-absorbed creep, but the story is told in a choppy, uneven manner. For a while, it appears that Funny Peoplewill balance things out between George and Ira. For the first half of the movie... There's a buddy vibe. Then, things are suddenly all about George and Laura re-kindling their long-dormant love, with Ira being shunted to one side, held in reserve to baby-sit Laura's kids and spearhead the contrivance that allows the movie to arrive at the climactic confrontation that brings everything to a head.

Funny Peoplehas the shagginess and overambition of a "sophomore novel," but as with many sophomore novels, it's the flaws that make it fascinating. It's too long, but scene by scene, it's never boring. The story unfolds in leisurely swaths that could be regarded either as rich explorations of character or self-indulgent digressions. It's that niceness problem again; Apatow loves his characters, and his actors, not wisely but too well. He can't bear to sacrifice one joke, one tear, one chance to ogle his pretty wife and frequent leading lady, Leslie Mann. And though she and his buddies may love him for it, that all-inclusiveness is harming Apatow's work.

It's this last act that's received the most criticism (and which likely contains the 30 minutes that Universal unsuccessfully tried to get Apatow to cut). And there's no question the tonal shift is jarring, with romantic farce (Laura's husband comes back early from a business trip, interrupting her and George's idyll) replacing the black comedy of the earlier movie. There are also some scenes that beg for excision: I could have done without any shots of dogs licking peanut butter off the leads' faces, much less an extended montage. Yet some of the movie's strongest dramatic moments also take place in this baggy final third.

While it has its moments, this long latter stretch drains the picture of what little momentum it had and switches the focus to Laura and her own marital problems, which are annoying and not entirely convincing. Beset with persistent disappointment over a thwarted career while living in paradise with lovely kids and a hunky, if errant, mate, she's just not an interesting or even very tolerable character, her behavior stemming entirely from confusion, panic and emotional impulse. Mann hits all the surface notes, but never reveals anything beneath the manic surface.

Mercifully, Funny Peopleis probably the least bathetic, self-pitying movie about death and dying to come out of Hollywood since Albert Brooks'Defending Your Life. When he receives his diagnosis, George doesn't sit around feeling sorry for himself, or set out on some inspirational quest to do everything he ever wanted to do before he dies, or any of the other things people in movies tend to do in these situations. Instead, like probably most of the people you and I know who have faced similar bad news, he resolves to fight this thing the best he can and get on with the business of living.

In fact, there's so much that's so disarmingly good and sharp about Funny People that you wish the whole movie weren't so much of a shambles. I've seen the film twice, and both times, exactly halfway into its two-and-a-half-hour running time, I have felt the cabin shudder and noticed tiny fissures forming in the fuselage.... It's hard enough for a movie to withstand the introduction of a whole set of major characters past the point when most movies are wrapping things up, and it's even harder when those characters feel so incongruous to everything that has come before. On one hand, Laura and her brood shouldseem incongruous to George and his solitary life, but the feeling is one of unintentional mismatch.

Yet the final hour, which takes place over a long weekend in Marin County, goes nowhere slowly. The point - George may be cured but he's no better - is lost amid the unfocused farce, and it's up to Eric Bana to walk away with the honors as the ex's husband, a cheerfully neurotic stud. The only way to salvage this part of Funny People would have been to hack it off like a diseased limb, and I say this as someone with an unhealthy admiration for the charms of Leslie Mann. The problem is that Apatow is stuck between gears. (That, and there's probably no one around him to say no at this point.) Hiring the great cinematographer Janusz Kaminski (Schindler's List and so on) means little when a director lacks a distinct visual sensibility. Trying to honestly portray the way people simultaneously need and use each other is impossible when all the characters can do is talk about each other's testicles.

That rekindled flame, Laura, is played by Mr. Apatow's wife, Leslie Mann, a brittle, lightweight comic talent who giggles and flutters right on cue, widening her eyes at George with obligatory adoration. She's fine, but the gushy romance she brings with her is a drag. As is true of almost all the female characters in Mr. Apatow's movies, Laura's role is to help George grow up, to get out of both his own head and insular masculine world. Yet while this dynamic worked in The 40-Year-Old Virgin and to a lesser extent in Knocked Up, in this movie the romantic complications are primarily situational: she's married. Honor, rather than George's ego (it isn't in remission) stands in their way, which gives him - and Mr. Apatow - an easy out.

Funny People is an ambitious, misshapen picture that feels like two, maybe even three, separate movies uncomfortably jammed into one. Apatow has gone for "quality" with a capital "Q": Shot by Janusz Kaminski, the movie has a classy glow. Much of it takes place in the lush interiors of comfortable but expensively appointed interiors, and Kaminski shoots them so they look desirable one minute and like prisons the next — they're visual symbols of the complexities of success. That's particularly true in the first section of the picture: George's house is a lavish wonder of Moroccan lanterns and plush couches, but he wanders through it like a lost boy.

On its surface, Funny Peopleis about stand-up comedians who have a love-hate obsession with their penises. In the movie's many stand-up routines, Apatow surely breaks the feature-film record for dick jokes, including one told by Andy Dick. It ought to be called Funny Penises.

Apatow has mixed humor and heart before, but never humor so raw or heart so bleeding. He sets up his audience to go for the gross, then tell them to feel deeply for the folks he's been making fun of. He wants it both ways, and gets neither. Many of his fans, without begrudging his stab at working outside his comfort zone, will beg him to please, please, go back and make Judd Apatow movies.